Auddia (NASDAQ: AUUD) plans merger creating McCarthy Finney with 80/20 split

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Auddia Inc. plans a transformative related-party merger with Thramann Holdings, combining both businesses into a new holding company, McCarthy Finney, that is expected to trade on Nasdaq under the ticker “MCFN.” Auddia and Thramann will become wholly owned subsidiaries of McCarthy Finney.

At closing, former Thramann holders are expected to have an approximately 80% economic interest in McCarthy Finney, while existing Auddia stockholders will hold about 20%, subject to adjustments based on Auddia’s net cash. Auddia must have at least $12 million of net cash at closing for the deal to proceed.

Thramann holders will receive Holdco Special Preferred Stock and $3.5 million of unsecured Holdco Notes bearing 8.0% interest and exchangeable into Special Preferred. The Special Preferred carries a stated value of $1,000 per share, a minimum aggregate liquidation preference of $20.5 million, broad voting and board designation rights, and conversion features tied to the Nasdaq minimum price.

Auddia’s special committee of independent directors unanimously approved the merger as fair and obtained a fairness opinion from Houlihan Capital. Audited financials show Thramann’s portfolio companies are pre-revenue with recurring operating losses and a going concern warning, meaning they will rely on continued funding and future execution.

Positive

None.

Negative

Significant dilution and control shift: Former Thramann holders are expected to receive roughly 80% economic interest in McCarthy Finney, leaving current Auddia stockholders with about 20%, and Special Preferred terms give Thramann-affiliated investors strong liquidation and governance rights.
Target business going concern risk: Thramann’s subsidiaries are pre-revenue and incurred a $324,746 net loss in 2024; the auditor cites substantial doubt about their ability to continue as a going concern without ongoing funding.

Insights

Auddia’s merger shifts control to Thramann-backed McCarthy Finney with complex preferred equity and going concern risk.

Auddia is proposing a business combination where both it and Thramann Holdings roll into new holding company McCarthy Finney. Former Thramann holders are expected to receive an approximately 80% economic interest, with existing Auddia shareholders diluted to about 20%, subject to net cash adjustments around a $12M floor.

Consideration to Thramann is mainly Holdco Special Preferred Stock plus $3.5M of unsecured Holdco Notes at 8.0% interest, exchangeable into that preferred. The Special Preferred carries a minimum aggregate liquidation preference of $20.5M, convertible voting power, and significant board nomination rights that can give Thramann-affiliated holders substantial influence over corporate governance.

Audited financials show Thramann’s combined entities had no sales and generated operating losses of $324,746 in 2024, with an auditor’s going concern emphasis. The strategic rationale is exposure to early-stage AI and healthtech assets, but execution will depend on achieving the required net cash at closing and on post-merger performance of pre-revenue businesses.

02/17/2026 - 05:11 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 17, 2026

AUDDIA INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40071

45-4257218

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1680 38th Street, Suite 130
Boulder, Colorado		80301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 219-9771

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock	AUUD	The Nasdaq Stock Market LLC
Common Stock Warrants	AUUDW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Merger Agreement

On February 17, 2026, Auddia Inc., a Delaware corporation (“Auddia”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Auddia, McCarthy Finney, Inc., a Delaware corporation (“Holdco”), Auddia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Auddia Merger Sub”), Thramann Merger Sub LLC, a Colorado limited liability company and wholly owned subsidiary of Holdco (“Thramann Merger Sub” and together with Auddia Merger Sub, the “Merger Subs”), and Thramann Holdings, LLC, a Colorado limited liability company (“Thramann”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, (i) Thramann Merger Sub will merge with and into Thramann, with Thramann surviving the merger as a wholly owned subsidiary of Holdco (the “Thramann Merger”) and (ii) Auddia Merger Sub will merge with and into Auddia (“Auddia Merger” and together with the Thramann Merger, the “Mergers”), with Auddia surviving the merger as a wholly owned subsidiary of Holdco.

Auddia Merger Consideration; Treatment of Equity Awards

Subject to the terms and conditions of the Merger Agreement, (i) at the effective time of the Auddia Merger (the “Auddia Merger Effective Time”), each issued and outstanding share of common stock of Auddia, par value $0.001 per share (“Auddia Common Stock”) (other than any Excluded Shares (as defined in the Merger Agreement)) will be converted into the right to receive one (1) fully paid and nonassessable share of common stock, par value $0.001 per share, of Holdco (“Holdco Common Stock”) and (ii) at the Auddia Merger Effective Time, each issued and outstanding share of preferred stock of Auddia, par value $0.001 per share (the “Auddia Preferred Stock”) (other than any Auddia Excluded Shares (as defined in the Merger Agreement)) will be converted into the right to receive one (1) fully paid and nonassessable share of preferred stock of Holdco, par value $0.001 per share, to be designated as Series C Preferred Stock (or such other class or series of preferred stock as mutually agreed by the parties), having the rights, preferences, powers and privileges that are substantially similar to Auddia’s existing and outstanding Series C preferred stock.

Each outstanding option to purchase shares of Auddia Common Stock (an “Auddia Option”), whether vested or unvested, that is outstanding immediately prior to the Auddia Merger Effective Time shall, as of the Auddia Merger Effective Time, automatically and without any action on the part of the holder thereof, be converted into an option to purchase, on the terms and conditions (including, if applicable, any continuing vesting requirements and per share exercise price) under the applicable plan and award agreement in effect immediately prior to the Auddia Merger Effective Time, a number of shares of Holdco Common Stock equal to the total number of shares of Auddia Common Stock subject to such Auddia Option immediately prior to the Auddia Merger Effective Time.

Each unvested restricted stock unit award of Auddia (an “Auddia Restricted Stock Unit Award”) that is outstanding immediately prior to the Auddia Merger Effective Time shall, as of the Auddia Merger Effective Time, automatically and without any action on the part of the holder thereof, be converted into a Holdco restricted stock unit on the terms and conditions (including, if applicable, any continuing vesting requirements) under the applicable employee plan and award agreement in effect immediately prior to the Auddia Merger Effective Time, with respect to a number of shares of Holdco Common Stock equal to the number of shares of Auddia Common Stock subject to such Auddia Restricted Stock Unit Award immediately prior to the Auddia Merger Effective Time.

Thramann Merger Consideration

At the effective time of the Thramann Merger (the “Thramann Merger Effective Time”), each issued and outstanding membership interest of Thramann (“Thramann Membership Interest”) (other than any Excluded Shares (as defined in the Merger Agreement)) will be converted into and become exchangeable for the right to receive (i) a number of shares of Holdco Special Preferred Stock (as defined in the Merger Agreement) as determined based on a ratio calculated in accordance with the Merger Agreement and as further described below (the “Thramann Preferred Stock Exchange Ratio”) and (ii) an aggregate principal amount of Holdco Notes (as defined in the Merger Agreement) equal to $3.5 million, as determined based on a ratio calculated in accordance with the Merger Agreement and as further described below (the “Thramann Notes Exchange Ratio”).

Under the Thramann Preferred Stock Exchange Ratio and Thramann Notes Exchange Ratio formulas in the Merger Agreement, former holders of Thramann Membership Interests will hold an approximately 80.0% economic interest and holders of Auddia Common Stock as of immediately prior to the Auddia Merger will hold an approximately 20.0% economic interest in Holdco. The 80.0% economic interest attributable to former Thramann holders includes $3.5 million in non-convertible Holdco Notes (which are exchangeable for Holdco Special Preferred Stock). Under certain circumstances, as described below, the ownership percentages may be adjusted upward or downward based on the level of Auddia’s net cash at closing. There can be no assurances as to Auddia’s level of net cash at closing.

If Auddia’s Net Cash exceeds $20.0 million, Auddia's ownership percentage will be increased by 50% of the excess amount. If Auddia’s Net Cash exceeds $20.0 million, the Auddia ownership percentage will be increased by 0.50% for each $1.0 million by which Auddia’s Net Cash exceeds $20.0 million. If Auddia’s Net Cash is between $12.0 million and $20.0 million, no adjustment will be made to the ownership percentages. If Auddia’s Net Cash is below $12.0 million, the Auddia ownership percentage will be decreased by 0.50% for each $1.0 million by which Net Cash is below $12.0 million.

Holdco Special Preferred Stock

The terms of the Holdco Special Preferred Stock to be issued at the closing of the transaction are summarized below.

Designation and Ranking. The Holdco Special Preferred Shares, with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of Holdco, rank senior to Holdco’s common stock.

Dividends. Each holder of Holdco Special Preferred Shares shall be entitled to receive dividends when and as declared by the Board of Directors of Holdco, from time to time, in its sole discretion, which dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash, in securities of the Company or any other entity, or using assets as determined by the Board based on the Stated Value of such Preferred Share. The Stated Value is $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the issuance date with respect to the Holdco Special Preferred Shares.

Liquidation. In the event of a liquidation event, the holders of Holdco Special Preferred Shares are entitled to receive in cash out of the assets of the Holdco, before any amount shall be paid to the holders of any shares of common stock, an aggregate Liquidation Preference equal to the greater of (A) $20.5 million or (B) the amount that would be received if the Holdco Special Preferred Shares were converted into common stock immediately prior to the date of such payment.

Voting Rights. Holders of Holdco Special Preferred Shares are generally entitled to vote with holders of outstanding shares of common stock, voting together as a single class, with respect to any and all matters presented to the stockholders of Holdco for their action or consideration, except as provided by law. In any such vote, each Holdco Special Preferred Share shall entitle the holder thereof to cast that number of votes per share as is equal to the number of shares of common stock into which it is then convertible (subject to applicable ownership limitations, if applicable) using the record date for determining the stockholders of Holdco eligible to vote on such matters as the date as of which the Conversion Price is calculated .

Board Designation Rights. Prior to the Lead Investor Non-Affiliate Election Date (as defined in the terms of the Holdco Special Preferred Stock), if the number of Holdco Special Preferred Shares outstanding entitle the holders of such Holdco Special Preferred Shares to cast votes equal to or greater than 50% of the total number of votes entitled to be cast by all stockholders of Holdco on Board elections, the Board shall nominate for election to the Board such number of nominees selected by the Required Holders (as defined in the Certificate of Designations) that is equal to one less than the number of members of the Board that constitute a majority of the Board after the applicable election (the Preferred Nominees) and one nominee approved by the Required Holders (the Approved Nominee). If the Holdco Special Preferred Shareholders' voting power is equal to or greater than 30% but less than 50%, the Board shall nominate such number of Preferred Nominees that is equal to two less than the number of members of the Board that constitute a majority of the Board after the applicable election. If the Preferred Shareholders' voting power is greater than 25% as of the Closing Date and the other thresholds are not met, the Board shall nominate one nominee selected by the Required Holders.

Conversion Rights

Holder Conversion Right. At any time or times on or after the issuance date, each holder shall be entitled to convert any portion of the outstanding Holdco Special Preferred Shares held by such holder into validly issued, fully paid and non-assessable shares of common stock of Holdco in accordance the Conversion Rate. The number of conversion shares issuable upon conversion of any Holdco Special Preferred Share shall be determined by dividing (x) the Conversion Amount of such Holdco Special Preferred Share by (y) the Conversion Price (the "Conversion Rate"). The Conversion Amount means, with respect to each Preferred Share, as of the applicable date of determination, the sum of (1) the Stated Value thereof plus (2) any Additional Amount thereon as of such date of determination plus (3) any other amounts owed to such holder pursuant to the Certificate of Designations or any other Transaction Document. The Conversion Price will initially be the Nasdaq Minimum Price determined as of the Closing Date, subject to adjustment as provided in the Certificate of Designations.

Triggering Event Conversion. Solely on or after the Lead Investor Non-Affiliate Date, at any time during the period commencing on the date of the occurrence of a Triggering Event and ending on the earlier to occur of (x) the date of the cure of such Triggering Event and (y) twenty Trading Days after the date Holdco delivers written notice to the applicable holder of such Triggering Event, such holder may, at such holder's option, by delivery of a Conversion Notice to Holdco, convert all, or any number of Holdco Special Preferred Shares into shares of common stock at the Triggering Event Conversion Price. The Triggering Event Conversion Price means that price which shall be the lower of (i) the applicable Conversion Price as in effect on the applicable Conversion Date, and (ii) the greater of (x) the Floor Price and (y) 85% of the lowest VWAP of the common stock during the ten consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice.

Company Optional Redemption. At any time, Holdco shall have the right to redeem all, or any part pro rata based on the number of the Holdco Special Preferred Shares then held by the holders, of the Holdco Special Preferred Shares then outstanding on the Company Optional Redemption Date. The Holdco Special Preferred Shares subject to redemption shall be redeemed by the Company in cash at a price (the "Company Optional Redemption Price") equal to the greater of (i) the Liquidation Preference of such Company Optional Redemption Amount and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the common stock on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date payment is made to the Holder. The Company may exercise its right to require redemption by delivering a written notice thereof by electronic mail and overnight courier to all of the holders, which notice shall state the date on which the Company Optional Redemption shall occur (the "Company Optional Redemption Date") which date shall not be less than ten Trading Days nor more than twenty Trading Days following the Company Optional Redemption Notice Date .

This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations for the Holdco Special Preferred Stock. A form of the Certificate of Designations designating the Holdco Special Preferred Stock is attached hereto as Exhibit 3.1.

Holdco Notes

The Holdco Notes will be issued at closing in the principal amount of $3.5 million and will have a two year maturity date. The Holdco Notes accrue interest on any outstanding principal amount at an interest rate of 8.0% per annum, as may be adjusted from time to time, until maturity. After maturity, the default interest rate will be 18.0% per annum until the Holdco Notes are paid in full. The Holdco Notes require repayment of the principal amount on the maturity date. Interest shall be paid on each Interest Date (as defined in the Holdco Notes).

The Holdco Notes are not convertible. The holder, however, will have the right to right to exchange any outstanding Holdco Notes into shares of Holdco Special Preferred Stock. The Holdco Notes will be unsecured.

This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Holdco Notes. A form of the Holdco Notes is attached hereto as Exhibit 3.1.

Approval and Recommendation of the Special Committee

In connection with the Mergers, Auddia plans to seek the approval of its stockholders at a special meeting to approve the Mergers and the other transactions contemplated by the Merger Agreement. Since Thramann is wholly owned by Jeff Thramann, Auddia’s President and Chief Executive Officer, the Mergers collectively constitute a related party transaction under U.S. securities laws and, as a result, the Mergers and the Merger Agreement have been reviewed and approved by a special committee of independent and disinterested directors of Auddia (the “Special Committee”). The Special Committee has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, on the terms and subject to the conditions set forth therein, are advisable, fair to and in the best interests of Auddia and its stockholders and (ii) determined to recommend, upon the terms and subject to the conditions set forth in the Merger Agreement, that the stockholders of Auddia vote to authorize the Mergers and adopted the Merger Agreement.

Representations, Warranties and Covenants

Each of Auddia and Thramann has agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants relating to (a) obtaining the requisite approval of their respective members or stockholders, as applicable, (b) non-solicitation of alternative acquisition proposals, (c) the conduct of their respective businesses during the period between the date of signing the Merger Agreement and the closing, (d) Auddia maintaining the existing listing of the Auddia Common Stock on Nasdaq (e) Auddia filing with the U.S. Securities and Exchange Commission (the “SEC”) and causing to become effective a registration statement on Form S-4 to register the shares of Holdco Common Stock to be issued in connection with the Mergers (the “Registration Statement”). Auddia’s “no-shop” provision is subject to certain exceptions that permit the Special Committee and the board of directors of Auddia to comply with its fiduciary duties, which, under certain circumstances, would enable Auddia to provide information to, and enter into discussions or negotiations with, third parties in response to any alternative acquisition proposals.

Closing Conditions

Consummation of the Mergers is subject to certain closing conditions, including, among other things, (a) the effectiveness of the Registration Statement, (b) the absence of any orders or injunctions by any governmental entity that would prohibit consummation of the Merger, (c) approval by Auddia’s stockholders of the Mergers and related matters, (d) Auddia’s net cash at closing being at least equal to $12,000,000, (e) the Lock-Up Agreement (as defined below) continuing to be in full force and effect as of immediately following the applicable Effective Time, and (f) Holdco having obtained approval of the listing of the combined company pursuant to Nasdaq listing rules.

Each party’s obligation to consummate the Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties of the other party, subject to applicable materiality standards, and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the closing.

Termination and Termination Fees

The Merger Agreement contains certain termination rights of each of Auddia and Thramann. Upon termination of the Merger Agreement under specified circumstances, Auddia may be required to pay Thramann a termination fee of $600,000 and reimburse Thramann for all reasonable out-of-pocket expenses incurred by Thramann in connection with the execution of the Merger Agreement and transactions contemplated by the Merger Agreement, up to a maximum of $200,000.

Governance

At the Auddia Merger Effective Time and Thramann Merger Effective Time, the four members of the board of directors of Auddia are expected to continue to serve as the members of the board of directors of the combined company. Mr. Thramann and John Mahoney are expected to continue and the President and CEO and Chief Financial Officer of the combined company, respectively.

Support Agreements and Lock-Up Agreement

Concurrently and in connection with the execution of the Merger Agreement, the executive officers and directors of Auddia have entered into support agreements (the “Support Agreements”) with Auddia and Thramann to, among other things, vote all of their shares of Auddia Common Stock in favor of the transactions contemplated by the Merger Agreement.

Concurrently and in connection with the execution of the Merger Agreement, Jeff Thramann, as the sole member of Thramann, has entered into a lock-up agreement (the “Lock-Up Agreement”) pursuant to which, and subject to specified exceptions, Mr. Thramann has agreed not to transfer any shares of Holdco Common Stock for a 180-day period following the closing.

The preceding summaries of the Merger Agreement, the Support Agreements and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, the form of Support Agreement, and the form of Lock-Up Agreement, which are filed as Exhibits 2.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about Auddia or Thramann or to modify or supplement any factual disclosures about Auddia in Auddia’s public reports filed with the SEC. The Merger Agreement includes representations, warranties and covenants of Auddia, Thramann and the Merger Subs made solely for the purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement. Investors should not rely on the representations, warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of Auddia, Thramann or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of any specified date, may be modified in important part by the underlying disclosure schedules which are not filed publicly, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used for purposes of allocating risk among the parties to the Merger Agreement, rather than establishing matters of fact.

Item 7.01.

Regulation FD Disclosure.

On February 17, 2026, Auddia and Thramann issued a joint press release announcing the execution of the Merger Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

These forward-looking statements include, but are not limited to, express or implied statements relating to Auddia’s and Thramann’s management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the structure, timing and completion of the proposed Mergers; the Proposed Transactions and the expected effects, perceived benefits or opportunities of the Proposed Transactions; the combined company’s listing on Nasdaq after the closing of the Proposed Transactions; expectations regarding the structure, timing and completion of any pre-closing financing expected to be completed by Auddia, including investment amounts from investors, the anticipated timing of closing of the Proposed Transactions, expected proceeds, expectations regarding the use of proceeds, and impact on ownership structure; the expected executive officers and directors of the combined company; the combined company’s expected cash position at the closing and cash runway of the combined company following the proposed Merger; the future operations of the combined company; the nature, strategy and focus of the combined company; the sufficiency of post-transaction resources to support the combined company’s businesses and operations and the time period over which Thramann’s post-transaction capital resources will be sufficient to fund its anticipated operations; the expectations regarding the ownership structure of the combined company; the expected trading of the combined company’s stock on Nasdaq under the ticker symbol “MCFN” after the closing; and other statements that are not historical fact. All statements other than statements of historical fact contained in this communication are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “opportunity,” “potential,” “can,” “goal,” “strategy,” “target,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “plan,” “possible,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management concerning future developments and their potential effects. There can be no assurance that future developments affecting Auddia, Thramann, or the Proposed Transactions will be those that have been anticipated. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond Auddia’s or Thramann’s control, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the conditions to the closing or consummation of the Proposed Transactions are not satisfied, including the failure to timely obtain approval of (a) a proposed reverse stock split from Auddia’s stockholders and (b) the proposed Mergers from Auddia’s securityholders, if at all; the risk that the any anticipated pre-closing financing by Auddia is not completed in a timely manner, if at all; uncertainties as to the timing of the consummation of the Proposed Transactions and the ability of each of Auddia and Thramann to consummate the Proposed Transactions; risks related to Auddia’s continued listing on Nasdaq until closing of the Proposed Transactions and the combined company’s ability to remain listed following the closing; risks related to Auddia’s and Thramann’s ability to correctly estimate their respective operating expenses and their respective expenses associated with the Proposed Transactions, as applicable, pending the closing, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated cash resources of the combined company, and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the Proposed Transactions; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; the effect of the announcement or pendency of the Merger on Auddia’s or Thramann’s business relationships, operating results and business generally; costs related to the Mergers; the risk that as a result of adjustments to the Thramann Exchange Ratio, Thramann securityholders and Auddia stockholders could own more or less of the combined company than is currently anticipated; risks related to the market price of Auddia’s common stock relative to the value suggested by the Thramann Exchange Ratio; risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance product candidates;the outcome of any legal proceedings that may be instituted against Auddia, Thramann or any of their respective directors or officers related to the Proposed Transactions; the ability of Auddia and Thramann to obtain, maintain, and protect their respective intellectual property rights; competitive responses to the Proposed Transactions; costs of the Proposed Transactions and unexpected costs, charges or expenses resulting from the Proposed Transactions; potential adverse reactions or changes to business relationships, operating results, and business generally, resulting from the announcement or completion of the Proposed Transactions; changes in regulatory requirements and government incentives; risks associated with the possible failure to realize, or that it may take longer to realize than expected, certain anticipated benefits of the Proposed Transactions, including with respect to future financial and operating results,

legislative, regulatory, political and economic developments, and those uncertainties and factors; and the risk of involvement in litigation, including securities class action litigation, that could divert the attention of the management of Auddia or the combined company, harm the combined company’s business and may not be sufficient for insurance coverage to cover all costs and damages, among others. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in Auddia’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 5, 2025, subsequent Quarterly Reports on Form 10-Q filed with the SEC, and in other filings that Auddia makes and will make with the SEC in connection with the Proposed Transactions, including the Form S-4 and Proxy Statement described below under “Additional Information and Where to Find It”, as well as discussions of potential risks, uncertainties, and other important factors included in other filings by Auddia from time to time, any risk factors related to Auddia or Thramann made available to you in connection with the Proposed Transactions Should one or more of these risks or uncertainties materialize, or should any of Auddia’s or Thramann’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Auddia nor Thramann undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, except as required by law. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Auddia or Thramann.

No Offer or Solicitation

This communication and the information contained herein is not intended to and does not constitute a solicitation of a proxy, consent or approval with respect to any securities or in respect of the Proposed Transactions or an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the Proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.

Important Additional Information about the Proposed Transactions Will be Filed with the SEC

This communication relates to the proposed Merger involving Auddia and Thramann and may be deemed to be solicitation material in respect of the proposed Merger. In connection with the Proposed Transactions, Auddia intends to file relevant materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that Auddia may file with the SEC and/or send to Auddia’s stockholders in connection with the proposed Merger. AUDDIA URGES, BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS TO READ THE FORM S-4, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AUDDIA, THRAMANN, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.

Investors and stockholders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by Auddia with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Auddia with the SEC will also be available free of charge on Auddia’s website at www.auddia.com, or by contacting Auddia’s Investor Relations at ksmith@pcgadvisory.com. In addition, investors and stockholders should note that Auddia communicates with investors and the public using its website at https://investors.auddiainc.com/.

Participants in the Solicitation

Auddia, Thramann, and their respective directors and certain of their executive officers and other members of management may be deemed to be participants in the solicitation of proxies from Auddia stockholders in connection with the Proposed Transactions under the rules of the SEC. Information about Auddia’s directors and executive officers, including a description of their interests in Auddia, is included in Auddia’s most recent Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 5, 2025. Additional information regarding the persons who may be deemed participants in the proxy solicitations, including about the directors and executive officers of Thramann, and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

Audited financial statements of Thramann Holdings, LLC and its combined subsidiaries as of and for the years ended December 31, 2024 and 2023, and the notes related thereto, as well as the related Report of Independent Public Accounting Firm, which are included in Exhibit 99.2 hereto and are incorporated herein by reference. Unaudited financial statements of Thramann Holdings, LLC and its combined subsidiaries as of and for the nine months ended September 30, 2025 and 2024, and the notes related thereto, which are included in Exhibit 99.3 hereto and are incorporated herein by reference.

(b)

Pro forma financial information.

Unaudited pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of and for the year ended December 31, 2024 and as of and for the nine months ended September 30, 2025, and the notes related thereto, which are included in Exhibit 99.4 hereto and are incorporated herein by reference.

Exhibit Number		Description

2.1*		Agreement and Plan of Merger, dated as of February 17, by and among New Holdco, Inc., Auddia Merger Sub, Inc., Thramann Merger Sub LC, Auddia Inc. and Thramann Holdings, LLC

3.1		Form of Certificate of Designations for the Holdco Special Preferred Stock

4.1		Form of Holdco Senior Note

10.1		Form of Support Agreement

10.2		Form of Lock-Up Agreement

23.1		Consent of Haynie & Company, the independent auditors of Thramann Holdings, LLC

99.1		Joint Press Release, issued on February 17, 2026

99.2		Audited combined financial statements of Thramann Holdings, LLC as of and for the years ended December 31, 2024 and 2023

99.3		Unaudited combined financial statements of Thramann Holdings, LLC as of and for the nine months ended September 30, 2025 and 2024

99.4		Unaudited pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of and for the year ended December 31, 2024 and as of and for the nine months ended September 30, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AUDDIA INC.

February 17, 2026	By:	/s/ John Mahoney
		John Mahoney
		Chief Financial Officer

Exhibit 99.1

Auddia Announces Signing of Definitive Merger Agreement for Business Combination

Auddia proposes to merge with Thramann Holdings and restructure into a holding company called McCarthy Finney with ticker symbol changing to MCFN

Auddia shareholders to own approximately 20% of MCFN at closing

Company estimates base case DCF valuation of McCarthy Finney to be $250 million

BOULDER, CO / February 18, 2026 / Auddia Inc. (NASDAQ:AUUD) (NASDAQ:AUUDW) (“Auddia” or the “Company”), today announced that in a follow up to the business combination LOI previously announced in August 2025, the Company’s board, acting upon the recommendation of its special committee of independent directors, has approved a definitive merger agreement for a business combination between Auddia and Thramann Holdings, LLC (“Thramann Holdings”).

Thramann Holdings is a privately held holding company that controls LT350, Influence Healthcare, and Voyex, three early stage AI-native companies founded by Jeff Thramann. Dr. Thramann is a serial entrepreneur and inventor named on over 130 U.S. and international patents. He has taken Auddia and Aclarion, Inc. (Nasdaq: ACON) public, sold Lanx and US Radiosurgery to public companies, sold ProNerve and American Physicians to private equity, and sold Denver CyberKnife to a private company. Thramann is the founder of each of these companies except Aclarion.

“As an innovator, I have spent the past 15 years securing patents in the AI infrastructure space, immersing myself in both the development and use of AI models, and developing blockchain and digital currency strategies aimed at empowering the value drivers of industries to reinvent their markets,” said Jeff Thramann, founder, Chairman, and CEO of Auddia. “I believe there is an incredible opportunity for a company at the juncture of AI and web3 to harness these technologies to build significant value across numerous verticals.”

Upon closing of the transaction, Auddia will be renamed McCarthy Finney and trade under its new MCFN ticker. Auddia will become a fully owned subsidiary and each of the three Thramann Holdings entities will also be fully owned by McCarthy Finney. Jeff Thramann will remain as CEO of McCarthy Finney and John Mahoney will remain as CFO. Auddia’s current board members are expected to continue as members of the board of the combined company.

Auddia shareholders are expected to own 20% of McCarthy Finney at closing with 80% of the combined company expected to be owned at closing by Jeff Thramann. The closing of the merger will be conditioned on Auddia having at least $12 million cash on hand at closing in order to provide cash runway to fund McCarthy Finney to key future business milestones.

Based on a discounted cash flow analysis of McCarthy Finney’s forward looking 10-year pro forma completed by management, the Company estimates the base case valuation of McCarthy Finney to be $250 million. Financial statements and other detailed financial disclosures about McCarthy Finney and its portfolio companies will be included in the relevant materials that Auddia intends to file with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4.

The transaction has been unanimously approved by the board of directors of both companies and is expected to close in the second quarter of 2026, subject to customary closing conditions, including approvals by the Auddia stockholders, the effectiveness of the S-4 registration statement to be filed with the SEC to register the shares of McCarthy Finney stock to be issued in connection with the merger, and the continued listing of the combined company’s common stock on Nasdaq.

In connection with the approval of the merger agreement, Houlihan Capital provided a fairness opinion to Auddia’s special committee and board of directors.

About Thramann Holdings, LLC

Thramann Holdings is a single member Colorado LLC, owned and managed by Jeff Thramann that was formed to facilitate the merger transaction. Thramann Holdings fully owns LT350, Influence Healthcare, and Voyex, three early stage AI native operating companies.

	·	LT350 is a distributed AI data center company with 13 issued and 3 pending patents on a proprietary solar parking lot canopy infrastructure platform that integrates modular battery storage and GPU computer cartridges into the ceiling of the canopy to turn any parking lot into an AI data center. The Company aims to build the most secure, lowest latency, cost effective, and rapidly deployed network of distributed AI data centers at the edge by leveraging the use of underutilized parking lot space while strengthening the existing power infrastructure of local utilities.

	·	Influence Healthcare is a healthtech company leveraging AI, blockchain, and vertical integration to empower surgeons to drive adoption of value based care (VBC) to the surgical specialties. The Company’s mission is to leverage technology and value based enterprises (VBEs) to build an alternative healthcare system that eliminates the corporate practice of medicine, minimizes administrative waste, and enhances the autonomy and pay of health care providers to empower them to improve quality and return the patient physician relationship to the center of medicine.

	·	Voyex is a travel services platform that leverages agentic AI, an integrated fintech platform, and utilization of charter and private jet aircraft to significantly improve the travel experience. The Company aims is to alleviate the leading pain points for travelers of lengthy flight delays and cancellations.

About Auddia Inc.

Auddia, through its proprietary AI platform for audio, is reinventing not only how consumers engage with AM/FM radio, podcasts, and other audio content but also how artists and labels promote their music and gain access to mainstream radio audiences. Auddia’s Discovr Radio is the first music-promotion platform to deliver artists guaranteed exposure to radio listeners. Auddia’s flagship audio superapp, called faidr, delivers multiple industry firsts, including:

	·	Ad-free listening on any AM/FM music station
	·	Content skipping across any AM/FM music station
	·	One-touch skipping of entire podcast ad breaks
	·	Integrated artist discovery experiences

For more information, visit www.auddia.com

Cautionary Note on Forward-Looking Statements

Certain statements in this communication, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995, concerning Auddia, Thramann Holdings, and the proposed merger between Auddia and Thramann Holdings (the “Proposed Transaction”) and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to Auddia’s and Thramann Holdings’ management expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the structure, timing and completion of the proposed merger by and between Auddia and Thramann Holdings, and the expected effects, perceived benefits or opportunities of the Proposed Transaction; the combined company’s listing on Nasdaq after the closing of the Proposed Transaction; expectations regarding the structure, timing and completion of the financing needed to close the Proposed Transaction, including investment amounts from investors, timing of closing of the Proposed Transaction, expected proceed, expectations regarding the use of proceeds, and impact on ownership structure; the anticipated timing of the closing; the expected executive officers and directors of the combined company; each company’s and the combined company’s expected cash position at the closing and cash runway of the combined company following the proposed merger and any additional financing; the future operations of the combined company, including research and development activities; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any products and services of the combined company; the cash balance of the combined entity at closing; expectations related to the anticipated timing of the closing of the Proposed Transaction (the “Closing”); the expectations regarding the ownership structure of the combined company; the expected trading of the combined company’s stock on Nasdaq under the ticker symbol “MCFN” after the Closing; and other statements that are not historical fact.

All statements other than statements of historical fact contained in this communication are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,” “strategy,” “target,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “plan,” “possible,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management, concerning future developments and their potential effects. There can be no assurance that future developments affecting Auddia, Thramann Holdings, or the Proposed Transaction will be those that have been anticipated.

These forward-looking statements involve a number of risks and uncertainties, some of which are beyond Auddia’s or Thramann Holdings’ control, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the conditions to the Closing or consummation of the Proposed Transaction are not satisfied, including the failure to timely obtain approval of the proposed merger from Auddia’s stockholders the risk that the required financing is not obtained in a timely manner, if at all; uncertainties as to the timing of the consummation of the Proposed Transaction; risks related to Auddia’s continued listing on Nasdaq until closing of the Proposed Transaction and the combined company’s ability to remain listed following the Closing; uncertainties regarding the impact any delay in the Closing would have on the anticipated cash resources of the combined company, and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the merger on Auddia’s or Thramann Holdings’ business relationships, operating results and business generally; costs related to the merger; the risk that as a result of adjustments to the exchange ratio, Auddia’s or Thramann Holdings’ stockholders could own more or less of the combined company than is currently anticipated; risks related to the market price of Auddia’s common stock relative to the value suggested by the exchange ratio; risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance the development of its products and services; costs of the Proposed Transaction and unexpected costs, charges or expenses resulting from the Proposed Transaction; potential adverse reactions or changes to business relationships, operating results, and business generally, resulting from the announcement or completion of the Proposed Transaction;

Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in Auddia’s Annual Report on Form 10-K for the year ended December 31, 2024, which was originally filed with the SEC on March 5, 2025,subsequent Quarterly Reports on Form 10-Q filed with the SEC, and in other filings that Auddia makes and will make with the SEC in connection with the Proposed Transaction, including the Form S-4 and Proxy Statement described below, as well as discussions of potential risks, uncertainties, and other important factors included in other filings by Auddia from time to time. Should one or more of these risks or uncertainties materialize, or should any of Auddia’s or Thramann Holdings’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Auddia nor Thramann Holdings undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, except as required by law. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Auddia or Thramann Holdings.

No Offer or Solicitation

This communication and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.

Important Additional Information about the Proposed Transaction Will be Filed with the SEC

This communication relates to the proposed merger involving Auddia and Thramann Holdings and may be deemed to be solicitation material in respect of the proposed merger. In connection with the proposed Transaction, Auddia intends to file relevant materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that Auddia may file with the SEC and/or send to Auddia’s stockholders in connection with the proposed merger. AUDDIA URGES, BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS TO READ THE FORM S-4, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AUDDIA, THRAMANN HOLDINGS, ORTHOCELLIX, THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and stockholders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by Auddia with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Auddia with the SEC will also be available free of charge on Auddia’s website at www.auddiainc.com, or by contacting Auddia’s Investor Relations at investors.auddiainc.com/contact. In addition, investors and stockholders should note that Auddia with investors and the public using its website at investors.auddiainc.com.

Participants in the Solicitation

Auddia, Thramann Holdings, and their respective directors and certain of their executive officers and other members of management may be deemed to be participants in the solicitation of proxies from Auddia’s stockholders in connection with the proposed transaction under the rules of the SEC. Information about Auddia’s directors and executive officers, including a description of their interests in Auddia, is included in Auddia’s most recent Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 5, 2025. Additional information regarding the persons who may be deemed participants in the proxy solicitations, including about the directors and executive officers of Thramann Holdings, and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.

Investor Relations:

Kirin Smith, President

PCG Advisory, Inc.

ksmith@pcgadvisory.com

www.pcgadvisory.com

Exhibit 99.2

Thramann Holding LLC AND SUBSIDIARIES

COMBINED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2024 AND 2023

Thramann Holding LLC AND SUBSIDIARIES

FOR THE ANNUAL PERIOD ENDED DECEMBER 31, 2024

TABLE OF CONTENTS

		Page
	Report of Independent Registered Public Accounting Firm	2

	Financial Statements:

	Combined Balance Sheets as of December 31, 2024 and 2023 (Audited)	3

	Combined Statements of Operations for the Years Ended December 31, 2024 and 2023 (Audited)	4

	Combined Statements of Changes in Members’ Equity for the Years Ended December 31, 2024 and 2023 (Audited)	5

	Combined Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 (Audited)	6

	Notes to Combined Financial Statements	7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Thramann Holdings, LLC

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Thramann Holdings, LLC and Subsidiaries (collectively, the Company) as of December 31, 2024 and 2023, and the related combined statements of operations, members’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are required to be independent with respect to the Company in accordance with the relevant ethical requirements relating to our audits.

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Haynie

We have served as the Company’s auditor since 2025.
Salt Lake City, Utah

February 17, 2026

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED BALANCE SHEETS

	December 31, 2024		December 31, 2023
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	20,900	$	19,606
Total Current Assets		20,900		19,606

NONCURRENT ASSETS:
Intangible assets, net		1,194,913		260,268
Total Noncurrent Assets		1,194,913		260,268

TOTAL ASSETS	$	1,215,813	$	279,874

LIABILITIES AND MEMBERS' EQUITY

Commitments and Contingencies (Note 6)

CURRENT LIABILITIES
Consideration payable	$	525,000	$	–
Related party payable		23,090		–
Accrued expenses		28,884		71,990
Total Current Liabilities		576,974		71,990

Total Liabilities		576,974		71,990

MEMBERS' EQUITY
Members' equity		638,839		207,884
Total Members' Equity		638,839		207,884

TOTAL LIABILITIES AND MEMBERS' EQUITY	$	1,215,813	$	279,874

See Accompanying Notes to Financial Statements.

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED STATEMENTS OF OPERATIONS

	For the Years Ended December 31,
	2024			2023
Sales	$	–		$	–
Cost of sales		–			–
Gross loss		–			–

Operating expenses:
General and Administrative		223,101			323,809
Amortization Expense		101,645			21,816
Total operating expenses		324,746			345,625

Operating income (loss)		(324,746	)		(345,625	)

Other expense
Interest expense		–			52
Total other expense		–			(52	)

Net income (loss)	$	(324,746	)	$	(345,677	)

See Accompanying Notes to Financial Statements.

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Balance, January 1, 2023	$	240,561
Contributions		313,000
Net loss		(345,677	)
Balance, December 31, 2023	$	207,884


Balance, December 31, 2023	$	207,884
Contributions		763,200
Distributions		(7,499	)
Net loss		(324,746	)
Balance, December 31, 2024	$	638,839

See Accompanying Notes to Financial Statements.

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2024			2023
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(324,746	)	$	(345,677	)
Adjustments to reconcile net loss to cash (used in) operating activities:
Amortization		101,645			21,816
Changes in operating assets and liabilities
Consideration payable		(475,000	)		–
Related party payable		–			14,917
Accrued expenses		(20,016	)		16,666
Net Cash (Used in) Operating Activities		(718,117	)		(292,278	)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of intangible assets		(36,290	)		(7,754	)
Net Cash Provided by Investing Activities		(36,290	)		(7,754	)

CASH FLOW FROM FINANCING ACTIVITIES:
Member contributions		763,200			313,000
Member distributions		(7,499	)		–
Net Cash Provided by Financing Activities		755,701			313,000

NET INCREASE (DECREASE) IN CASH		1,294			12,968

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		19,606			6,638

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	20,900		$	19,606

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	–		$	–
Income taxes	$	–		$	–

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Acquisition of patent	$	1,000,000		$	–

See Accompanying Notes to Financial Statements.

Thramann Holdings LLC AND SUBSIDIARIES

NOTES TO COMBINED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2024 and 2023

Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

Principal Business Activity

Thramann Holdings (“the Company”) is a single member Colorado LLC formed in 2005 as part of a wealth management strategy to transfer a percentage of the equity interests Jeff Thramann held Lanx, ProNerve, and U.S. Radiosurgery, three private companies he had founded. Before the transfer could be consummated, all three entities were sold for a combined total of $223M and the founder’s equity position was liquidated. Thramann Holdings was maintained as a single member Colorado LLC in good standing as it was thought the entity might prove useful in the future.

On September 16, 2025, Thramann Holdings entered into a Contribution Agreement to receive 100% ownership of three single member Colorado LLCs founded and fully owned by Jeff Thramann. The entities contributed to Thramann Holdings were LT350, LLC, Influence Healthcare, LLC, and Voyex, LLC. The purpose of the transfer was to prepare Thramann Holdings for a proposed business combination with Auddia (Nasdaq: AUUD) described in Note 10 below.

Aside from serving as a holding company for LT350, LLC, Influence Healthcare, LLC, and Voyex, LLC, Thramann Holdings has not, and does not, conduct any business.

Voyex, LLC (“Voyex”) is a single member limited liability company (LLC) organized under the laws of the state of Colorado. Voyex is an AI-native digital travel agency that is leveraging agentic AI, an integrated fintech platform, and private aviation resources to optimize the travel experience for customers. Voyex addresses air traveler flight delays and cancellation disruptions through FlightFix, an application Voyex is building that aims to track flight itineraries in real time while using AI to predict delays and cancellations, and to communicate with passengers about alternative flight options. Voyex is aiming to build an MVP that includes incorporating AI models to predict travel delays, chatbots to communicate with customers, and the development of an AI agent and integrated fintech platform to evolve into handling the complete rebooking process.

Influence Healthcare, LLC (“Influence Healthcare”) is a single member LLC organized under the laws of the state of Colorado. The core mission of Influence Healthcare is to empower physicians to manage entire care episodes, recognizing their unique qualifications and direct involvement in patient outcomes. Influence Healthcare contracts directly with payers and partners with physicians, hospitals, ambulatory surgical centers, and digital health vendors to deliver bundled care services. Influence Healthcare’s model prioritizes physician-led decision-making and care coordination, aiming to deliver high-quality outcomes at lower costs.

LT350, LLC (“LT350”) is a single member LLC organized under the laws of the state of Colorado. LT350 is a single member LLC organized under the laws of the state of Colorado. LT350 is a platform infrastructure company leveraging a proprietary solar parking lot canopy that integrates modular plug & play cartridges into the ceiling of the canopies to reinvent large and rapidly growing market verticals. Its cloud infrastructure cartridges house the servers and GPUs needed to deploy distributed AI data centers to support AI training and inference, battery storage cartridges house batteries to lower the power costs of AI data centers and provide grid services to local utilities, smart invertor cartridges deploy solar energy to the GPUs and batteries in the canopies or to the grid, EV charging cartridges house the components to charge EVs. LT 350’s operations are centered on innovation in clean energy deployment, targeting both commercial and municipal clients seeking reliable and environmentally conscious charging technologies.

Basis of Accounting

The accompanying combined financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Combination

The combined financial statements referred to as Thramann Holdings LLC includes the accounts of LT350, LLC, Influence Healthcare, LLC, and Voyex, LLC (collectively, the Company) all of which are related through common ownership and control. Intercompany balances and transactions have been eliminated in the combination.

Cash and Cash Equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with an original maturity of three months or less.

Estimates

The preparation of combined financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Software Development Costs

Financial accounting standards board (“FASB”) Accounting Standards Codification (“ASC”) 350-40 Internal use software, specifies that capitalization of internally developed software occurring during the application development stage. Once a project has reached application development, direct incremental, internal and external costs are capitalized until the software is substantially complete and ready to be placed into service. The costs are amortized over their expected usefulness of life of five years.

Research and development costs that do not qualify as capitalized software costs are expensed as incurred.

Long lived assets, such as patents, Software development costs, and other software, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the asset. On December 31, 2024 and 2023, the Company concluded that there has been no indication of impairment to the carrying value of its long-lived assets. As such, no impairment has been recorded.

Patents

We capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent costs for internally generated patents on a straight-line basis over 8 to 20 years, which represents the estimated useful lives of the patents. We assess the potential impairment to all capitalized net patent costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be recoverable.

Revenue Recognition

Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer and will exclude any sales incentives and amounts collected on behalf of third parties. The Company will recognize revenue when it satisfies a performance obligation by transferring control over a service or product to a customer. To achieve this core principle, the Company applies the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. The Company will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in the accompanying statements of operations. Collected taxes, if applicable, will be recorded within other current liabilities until remitted to the relevant taxing authority.

Subscriber revenue will consist primarily of subscription fees and other ancillary subscription-based revenues. Revenue will be recognized on a straight-line basis when the performance obligations to provide each service for the period have been satisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions.

Customers may pay for the services in advance of the performance obligation and therefore these prepayments will be recorded as deferred revenue. The deferred revenue will be recognized as revenue in the accompanying statements of operations as the services are provided.

Income Taxes

The Companies are single-member limited liability companies and are recognized as partnerships for federal and state income tax purposes. As partnerships, items of income, gains, losses, deductions, and credits are passed through to the member each year and reported on the member’s respective tax returns; accordingly, no provision for federal or state income taxes has been recorded in these combined financial statements.

The Companies are subject to examination by federal and state tax authorities for all open tax years. Management believes that any potential liability for income taxes, including related interest and penalties, would not have a material impact on the combined financial statements.

The Companies apply the provisions of ASC 740, Income Taxes, in evaluating uncertain tax positions. Management has analyzed the Companies’ tax positions and has determined that there are no uncertain tax positions that require recognition or disclosure in the combined financial statements.

Utilization of net operating loss carryforwards and other tax attributes may be subject to limitations under federal and state tax law, including changes in ownership or other restrictions, which could affect the timing and amount of future tax benefits.

Note 2 – Going Concern

The Company recognized operating losses of $324,746 and $345,677 for the years ended December 31, 2024 and 2023. The Company is also pre-revenue and has no income generation. These conditions provide doubt about the entity’s ability to continue as a going concern. Historically, the Company’s member has provided the necessary support to fund the operations and activities of the Company.

The Company’s future operations are ultimately dependent upon the market acceptance of the Company’s services and future revenues generated as well as its ability to manage its cash outflows from operations. If the Company does not achieve expected revenue levels or is unable to manage its cash outflows from operations, the Company will be required to obtain additional financing from its current member or other sources. In the event the Company requires additional financing, there can be no guarantee that the Company will successfully obtain the additional equity or debt financing in amounts and with terms acceptable to the Company.

Note 3 – Intangible Assets

Intangibles consisted of the following as of:

		December 31,
	Life (in years)	2024			2023
Patents	8-20	$	1,289,187		$	259,897
Software	5		33,444			26,444
Subtotal			1,322,631			286,341
Less: Accumulated Amortization			(127,718	)		(26,073	)
Total intangible assets, net		$	1,194,913		$	260,268

Future estimated amortization expense of intangibles as of December 31, 2024 is as follows:

Year Ended December 31,	Amount
2025	$	134,208
2026		134,208
2027		134,208
2028		134,208
2029		134,208
Thereafter		523,873
Total intangible assets, net	$	1,194,913

As of December 31, 2024 and 2023, the Company had capitalized software costs of $33,444 and $26,444, which are included in intangible assets on the combined balance sheets. Total amortization expense was $101,645 and $21,816 for the years ended December 31, 2024 and 2023, respectively

Note 4 – Accrued Expenses

Accrued expenses represent obligations for goods and services received that have not yet been invoiced or paid as of the reporting date. These liabilities are recorded when incurred in accordance with the accrual basis of accounting and are classified as current liabilities on the combined balance sheets. Accrued expenses consist of estimated legal and consulting fees.

Note 5 – Related Party Payable

As of December 31, 2024 and 2023, the Company reflected transactions with Prasari LLC, a related party who paid for certain expenses of the Company during 2023. These expenses totaled $23,090 and $0 as of December 31, 2024 and 2023.

Note 6 – Consideration Payable

On May 9, 2024, The Company entered into a patent purchase agreement in the amount of $1,000,000. As of December 31, 2024 and 2023, the remaining payments due amounted to $525,000 and $-0-, respectively.

The patent purchase agreement has three potential future commitments in the amount of $1,840,464 in exchange for reaching certain milestone events defined in the agreement. Management concluded that, due to the uncertainty and timing surrounding FDA application and approval as of the balance sheet date, the probability could not be reasonably determined and, accordingly, no accrual was recorded.

Note 7 – Equity

Voyex, LLC, Influence Healthcare, LLC, and LT 350, LLC are single member LLCs with one owner of the member’s equity of each entity. The sole member’s equity consists of capital contributions and the cumulative effect of net income or loss and distributions. No shares of stock are issued, and there are no other equity holders. The sole member has full control over the operations and financial decisions of the Company.

During the year ended December 31, 2024, member equity consisted of $763,200 in contributions and $7,499 in distributions. During the year ended December 31, 2023, member equity consisted of $313,000 in contributions.

Note 8 – Commitments and Contingencies

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, there are no such matters and therefore the ultimate resolution of these matters is not expected to have a material adverse effect on the Company's financial position, results of operations or liquidity.

The Company did not have any lease obligations as of December 31, 2024 or 2023 that resulted in a lease liability or right-of-use-asset.

Note 9 – Segment Reporting

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company at the subsidiary level to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company has three operating segments. To evaluate each reportable segment, the CODM uses operating expenses as a measure of profit and loss.

Segment Assets		December 31, 2024		December 31, 2023
LT350	$	233,669	$	240,964
Influence Healthcare		967,006		27,702
Voyex		15,138		11,208
Total Assets	$	1,215,813	$	279,874


Segment Operating Expense		December 31, 2024		December 31, 2023
LT350	$	93,348	$	61,236
Influence Healthcare		156,496		244,720
Voyex		74,902		39,669
Total Operating Expense	$	324,746	$	345,625

Note 10 – Subsequent Events

Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, other than below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

The Company entered into a non-binding letter of intent (“LOI”) for a proposed business combination between Thramann Holdings, LLC (“Holdings”) and Auddia, Inc. ("Auddia”) The LOI contemplates a business combination between Auddia and Holdings with Auddia becoming a public holding company trading under a new name and ticker symbol. The transaction would result in the portfolio companies of Holdings and Auddia becoming subsidiaries of the public holding company.

On February 17, 2026, Auddia, acting upon the recommendation of its special committee of independent directors, entered into a definitive merger agreement for a business combination between Auddia and the Company

Auddia shareholders are expected to own approximately 20% of the combined company at closing. Approximately 80% of the combined company is expected to be owned at closing by Jeff Thramann. The consideration payable to Mr. Thramann by the combined company will be a combination of (i) convertible preferred stock and (ii) non-convertible debt.

The exact percentage of the combined company that shareholders will own after completion of the merger is subject to adjustment based on Auddia’s net cash at the time of closing. The closing of the merger will be conditioned on Auddia having at least $12 million net cash on hand at closing in order to provide cash runway to fund the combined company to key future business milestones.

For more information about the business combination transaction, please see Auddia's Current Report on Form 8-K filed with the SEC on February 17, 2026.

Exhibit 99.3

Thramann Holding LLC AND SUBSIDIARIES

COMBINED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

TABLE OF CONTENTS

Financial Statements:

Combined Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	3

Combined Statements of Operations for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	4

Combined Statements of Changes in Members’ Equity for the Nine Ended September 30, 2025 and 2024 (Unaudited)	5

Combined Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	6

Notes to Combined Financial Statements (Unaudited)	7

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED BALANCE SHEETS

	September 30, 2025 (Unaudited)		December 31, 2024
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	16,605	$	20,900
Total Current Assets		16,605		20,900

NONCURRENT ASSETS:
Intangible assets, net		1,088,075		1,194,913
Total Noncurrent Assets		1,088,075		1,194,913

TOTAL ASSETS	$	1,104,680	$	1,215,813

LIABILITIES AND MEMBERS' EQUITY

CURRENT LIABILITIES
Consideration payable	$	187,500	$	525,000
Related party payable		–		23,090
Accrued expenses		78,031		28,884
Total Current Liabilities		265,531		576,974

Total Liabilities		265,531		576,974

MEMBERS' EQUITY
Members' equity		839,149		638,839
Total Members' Equity		839,149		638,839

TOTAL LIABILITIES AND MEMBERS' EQUITY	$	1,104,680	$	1,215,813

See Accompanying Notes to Financial Statements.

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED STATEMENTS OF OPERATIONS

	For the Nine Months Ended
	September 30, 2025			September 30, 2024
		(Unaudited)			(Unaudited)
Operating expenses:
General and Administrative	$	120,499		$	162,320
Amortization Expense		106,838			66,136
Transaction Costs		50,443			–
Total operating expenses		277,780			228,456
Operating income (loss)		(277,780	)		(228,456	)

Net income (loss)	$	(277,780	)	$	(228,456	)

See Accompanying Notes to Financial Statements.

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)


Balance, December 31, 2023	$	207,884
Contributions		687,201
Net loss		(228,456	)
Balance, September 30, 2024	$	666,629

Balance, December 31, 2024	$	638,839
Contributions		479,590
Distributions		(1,500	)
Net loss		(277,780	)
Balance, September 30, 2025	$	839,149

See Accompanying Notes to Financial Statements.

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended
	September 30, 2025			September 30, 2024
		(Unaudited)			(Unaudited)
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(277,780	)	$	(228,456	)
Adjustments to reconcile net loss to cash (used in) operating activities:
Amortization		106,838			66,136
Changes in operating assets and liabilities
Consideration payable		(337,500	)		(151,109	)
Accrued expenses		26,057			7,886
Net Cash (Used in) Operating Activities		(482,385	)		(305,543	)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of intangible assets		–			(379,383	)
Net Cash Provided by Investing Activities		–			(379,383	)

CASH FLOW FROM FINANCING ACTIVITIES:
Member contributions		479,590			687,201
Member distributions		(1,500	)		–
Net Cash Provided by Financing Activities		478,090			687,201

NET INCREASE (DECREASE) IN CASH		(4,295	)		2,275

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		20,900			19,606

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	16,605		$	21,881

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	–		$	–
Income taxes	$	–		$	–

NONCASH TRANSACTIONS
Acquisition of patent	$	–		$	1,000,000

See Accompanying Notes to Financial Statements.

Thramann Holdings LLC AND SUBSIDIARIES

NOTES TO COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

Principal Business Activity

Aside from serving as a holding company for LT350, LLC, Influence Healthcare, LLC, and Voyex, LLC, Thramann Holdings has not, and does not, conduct any business.

LT350, LLC (“LT350”) is a single member LLC organized under the laws of the state of Colorado. LT350 is a single member LLC organized under the laws of the state of Colorado. LT350 is a platform infrastructure company leveraging a proprietary solar parking lot canopy that integrates modular plug & play cartridges into the ceiling of the canopies to reinvent large and rapidly growing market verticals. Its cloud infrastructure cartridges house the servers and GPUs needed to deploy distributed AI data centers to support AI training and inference, battery storage cartridges house batteries to lower the power costs of AI data centers and provide grid services to local utilities, smart invertor cartridges deploy solar energy to the GPUs and batteries in the canopies or to the grid, EV charging cartridges house the components to charge EVs. LT350’s operations are centered on innovation in clean energy deployment, targeting both commercial and municipal clients seeking reliable and environmentally conscious charging technologies.

Basis of Accounting

Principles of Combination

Cash and Cash Equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with an original maturity of three months or less.

Estimates

Software Development Costs

Research and development costs that do not qualify as capitalized software costs are expensed as incurred.

Patents

Revenue Recognition

Income Taxes

Transaction Costs

The Company has incurred costs of $50,443 for the nine months ended 2025 for contemplating a merger with Auddia, Inc.

Note 2 – Going Concern

The Company recognized operating losses of $277,780 and $228,456 for the nine months ended September 30, 2025 and 2024, respectively. The Company is also pre-revenue and has no income generation. These conditions provide doubt about the entity’s ability to continue as a going concern. Historically, the Company’s member has provided the necessary support to fund the operations and activities of the Company.

Note 3 – Intangible Assets

Intangible assets, net, consisted of the following as of:

		September 30,
	Life (in years)	2025			2024
Patents	8-20	$	1,289,187		$	1,289,187
Software	5		33,444			33,444
Subtotal			1,322,631			1,322,631
Less: Accumulated Amortization			(234,556	)		(127,718	)
Total intangible assets, net		$	1,088,075		$	1,194,913

Future estimated amortization expense of intangibles as of September 30, 2025 is as follows:

Period Ended December 31,	Amount
Remainder of 2025	$	33,552
2026		134,208
2027		134,208
2028		134,208
2029		134,208
Thereafter		517,691
Total intangible assets, net	$	1,088,075

The Company had capitalized software development costs of $33,444 as of September 30, 2025 and December 31, 2024, respectively which are included in the accompanying combined balance sheets. Total amortization was $106,838 and $66,136 for the periods ended September 30, 2025 and 2024, respectively.

Note 4 – Accrued Expenses

Note 5 – Related Party Payable

As of December 31,2024, the Company reflected transactions with Prasari LLC, a related party who paid for certain expenses of the Company during 2023. These expenses totaled $23,090 and were recorded as a related party payable on the accompanying combined balance sheet as of December 31, 2024. These expenses were paid during the nine months ended September 30, 2025 and the related party payable was reduced to $0 as of September 30, 2025.

Note 6 – Consideration Payable

On May 9, 2024, the Company entered into a patent purchase agreement in the amount of $1,000,000. As of September 30, 2025 and December 31, 2024, the remaining payments due amounted to $187,500 and $525,000, respectively.

Note 7 – Equity

During the nine months ended September 30, 2025, member equity consisted of $479,590 in contributions and $1,500 in distributions. During the nine months ended September 30, 2024, member equity consisted of $687,201 in contributions.

Note 8 – Commitments and Contingencies

The Company did not have any lease obligations as of September 30, 2025 and December 31, 2024, that resulted in a lease liability or right-of-use-asset.

Note 9 – Segment Reporting

The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company at the subsidiary level to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company has three operating segments with some general and administrative expenses held at the holding company level. To evaluate each reportable segment, the CODM uses operating expenses as a measure of profit and loss.

Segment Assets		September 30, 2025		December 31, 2024
LT350	$	214,316	$	233,669
Influence Healthcare		874,836		967,006
Voyex		15,528		15,138
Total Assets	$	1,104,680	$	1,215,813


Segment Operating Expense		September 30, 2025		September 30, 2024
LT350	$	34,916	$	65,073
Influence Healthcare		124,718		117,382
Voyex		67,703		46,001
Thramann Holdings		50,443		–
Total Operating Expense	$	277,780	$	228,456

Note 10 – Subsequent Events

For more information about the business combination transaction, please see Auddia's Current Report on Form 8-K filed with the SEC on February 17, 2026.

Exhibit 99.4

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025, and the summary Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 present the combination of (a) the financial information of McCarthy Finney, a Delaware corporation (“Pubco,” or “McCarthy Finney”), Thramann Holdco Corp., a Delaware corporation (“Thramann Holdings”), Thramann Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Thramann Holdings (“Thramann Merger Sub”) and Auddia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Auddia (“Auddia Merger Sub”) and (b) the assumed PIPE (“private investment in public equity”) and related adjustments described in the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information, and have been prepared in accordance with Article 11 of Regulation S-X.

The summary Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025 combines the historical balance sheet of Auddia and Thramann Holdings on a pro forma basis as if the Business Combination and PIPE Financing, summarized below, had been consummated on September 30, 2025. The summary Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 combine the historical statements of operations of Auddia and Thramann Holdings for such period on a pro forma basis as if the transaction, summarized below, had been consummated on January 1, 2024, the beginning of the earliest period presented:

	·	All issued and outstanding common stock of Auddia will be converted into the right to receive Pubco common stock;
	·	All issued and outstanding preferred stock of Auddia will be converted into the right to receive Pubco preferred stock;
	·	All equity interests of Thramann Holdings will be converted into the right to receive (x) Pubco special preferred stock and (y) $3.5 million principal amount of Pubco notes.

The summary unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the historical financial statements of each of Auddia and Thramann Holdings and the notes thereto, which are included elsewhere in this proxy/registration statement, as well as the disclosures contained in the sections titled “Auddia Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Thramann Holdings Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Summary Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025:

	Historical													Transaction Adjustment						Pro Forma
	Auddia Inc. Historical			(A) Equity Financing		Auddia Inc. Subtotal including (A) Equity Financing			Thramann Holdings		Combined including (A) Equity Financing			Preferred Stock & Warrant Holder Redemptions (B)			Merger acquisition adjustments (C)			Pro Forma Combined

Assets
Current assets:
Cash and cash equivalents	$	2,727,166			10,530,000	$	13,257,166		$	16,605	$	13,273,771			(1,272,566	)		–		$	12,001,205
Accounts receivable, net		627			–		627			–		627			–			–			627
Prepaid assets		105,270			–		105,270			–		105,270			–			–			105,270
Other current assets		10,039			–		10,039			–		10,039			–			–			10,039
Total current assets		2,843,102			10,530,000		13,373,102			16,605		13,389,707			(1,272,566	)		–			12,117,141
Noncurrent assets:		–
Property and equipment, net of accumulated depreciation		7,674			–		7,674			–		7,674			–			–			7,674
Intangible assets, net of accumulated amortization		25,048			–		25,048			1,061,631		1,086,679			–			–			1,086,679
Software development costs, net of accumulated amortization		1,677,235			–		1,677,235			26,444		1,703,679			–			–			1,703,679
Operating lease right of use asset		52,097			–		52,097			–		52,097			–			–			52,097
Goodwill		–			–		–			–		–			–			–			–
Deferred offering costs		258,253			–		258,253			–		258,253			–			–			258,253
Total noncurrent assets		2,020,307			–		2,020,307			1,088,075		3,108,382			–			–			3,108,382

Total Assets		4,863,409			10,530,000		15,393,409			1,104,680		16,498,089			(1,272,566	)		–			15,225,523

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities		593,361			–		593,361			78,031		671,392			–			500,000			1,171,392
Consideration payable		–			–		–			187,500		187,500			–			–			187,500
Note payable		–			–		–			–		–			–			3,500,000			3,500,000
Current portion of operating lease liability		35,977			–		35,977			–		35,977			–			–			35,977
Stock awards liability		14,852			–		14,852			–		14,852			–			–			14,852
Total current liabilities		644,190			–		644,190			265,531		909,721			–			4,000,000			4,909,721

Non-current liabilities:
Deferred tax liability		–			–		–			–		–			–			–			–
Non-current operating lease liability		25,063			–		25,063			–		25,063			–			–			25,063
Total non-current liabilities		25,063			–		25,063			–		25,063			–			–			25,063

Total liabilities		669,253			–		669,253			265,531		934,784			–			4,000,000			4,934,784

Shareholders' Equity
New Pubco Preferred Stock - $1,000 stated value		–			–		–			–		–			–			6,050,643			6,050,643
New Pubco Common stock - $0.001 par value		–			–		–			–		–			–			2,212,661			2,212,661
Series C Preferred stock - $0.001 par value, 750 shares issued and outstanding as of September 30, 2025		1			–		1			–		1			(1	)		–			–
Common stock - $0.001 par value, 100,000,000 authorized and 2,172,563 shares issued and outstanding as of September 30, 2025		2,173			10,530		12,703			–		12,703			–			(12,703	)		–
Additional paid-in capital		99,454,645			10,519,470		109,974,115			839,149		110,813,264			(1,272,565	)		(107,513,264	)		2,027,435
Accumulated deficit		(95,262,663	)		–		(95,262,663	)		–		(95,262,663	)		–			95,262,663			–
Total equity		4,194,156			10,530,000		14,724,156			839,149		15,563,305			(1,272,566	)		(4,000,000	)		10,290,739
Total equity and liabilities	$	4,863,409			10,530,000	$	15,393,409		$	1,104,680	$	16,498,089			(1,272,566	)		–		$	15,225,523

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet are as follows:

(A)	Reflects $10 million of equity financing to be raised by Auddia Inc. needed in order to consummate business combination. Assuming 10 million shares issued at $1 per share.
(B)	Includes Series C Preferred Stock and Warrant Holder Redemptions
(C)	Represents recapitalization of Auddia's historical equity and accumulated deficit and the New Pubco preferred and common stock to be issued and transaction costs.

Summary Unaudited Pro Forma Condensed Combined Statement of Operations For the Nine Months Ended September 30, 2025:

	Nine Months Ended September 30, 2025									Pro Forma Adjustments						Nine Months Ended September 30, 2025
	Auddia Inc.			Thramann Holdings LLC			Combined (Historical)			Transaction Costs (other)			Total Pro Forma Adjustments			Pro Forma Combined
										AA

Revenue	$	–		$	–		$	–		$	–		$	–		$	–

Operating expenses
Direct cost of services		169,388			–			169,388			–			–			169,388
Sales and marketing		564,360			–			564,360			–			–			564,360
Research and development		950,744			–			950,744			–			–			950,744
General and administrative		2,059,273			120,499			2,179,772			–			–			2,179,772
Restructuring		806,432			–			806,432			–			–			806,432
Depreciation and amortization		1,147,981			106,838			1,254,819			–			–			1,254,819
Transaction costs		–			50,443			50,443			500,000			500,000			550,443
Total operating expenses		5,698,178			277,780			5,975,958			500,000			500,000			6,475,958
Loss from operations		(5,698,178	)		(277,780	)		(5,975,958	)		(500,000	)		(500,000	)		(6,475,958	)

Other expense:
Interest expense		(4,191	)		–			(4,191	)		–			–			(4,191	)
Total other expense		(4,191	)		–			(4,191	)		–			–			(4,191	)
Net loss before income taxes		(5,702,369	)		(277,780	)		(5,980,149	)		–			(500,000	)		(6,480,149	)
Provision for income taxes		–			–			–			–			–			–
Net loss	$	(5,702,369	)	$	(277,780	)	$	(5,980,149	)	$	–		$	(500,000	)	$	(6,480,149	)

Net loss per share attributable to common shareholders
Basic and diluted	$	(6.86	)	$	–

Weighted average common shares outstanding
Basic and diluted		831,037			–

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations are as follows:

(AA)	Represents estimated transaction costs.

Summary Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended December 31, 2024:

	For the Year Ended December 31, 2024									Pro Forma Adjustments						For the Year Ended December 31, 2024
	Auddia Inc.			Thramann Holdings LLC			Combined (Historical)			Transaction Costs (other)			Total Pro Forma Adjustments			Pro Forma Combined
										BB

Revenue	$	–		$	–		$	–		$	–		$	–		$	–

Operating expenses
Direct cost of services		202,950			–			202,950			–			–			202,950
Sales and marketing		860,677			–			860,677			–			–			860,677
Research and development		1,020,609			–			1,020,609			–			–			1,020,609
General and administrative		3,845,302			223,101			4,068,403			–			–			4,068,403
Depreciation and amortization		1,987,601			101,645			2,089,246			–			–			2,089,246
Transaction costs		–			–			–			500,000			500,000			500,000
Total operating expenses		7,917,139			324,746			8,241,885			500,000			500,000			8,741,885
Loss from operations		(7,917,139	)		(324,746	)		(8,241,885	)		(500,000	)		(500,000	)		(8,741,885	)

Other expense:
Interest expense		(172,512	)		–			(172,512	)		–			–			(172,512	)
Change in fair value of warrants		(632,388	)		–			(632,388	)		–			–			(632,388	)
Total other expense		(804,900	)		–			(804,900	)		–			–			(804,900	)
Net loss before income taxes		(8,722,039	)		(324,746	)		(9,046,785	)		–			(500,000	)		(9,546,785	)
Provision for income taxes		–			–			–			–			–			–
Net loss	$	(8,722,039	)	$	(324,746	)	$	(9,046,785	)	$	–		$	(500,000	)	$	(9,546,785	)

Net loss per share attributable to common shareholders
Basic and diluted	$	(57.69	)	$	–

Weighted average common shares outstanding
Basic and diluted		151,194			–

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations are as follows:

(BB)	Represents estimated transaction costs.

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Basis of Presentation and Business Combination

The following unaudited pro forma combined condensed consolidated financial statements are based on the separate historical financial statements of Auddia and Thramann Holdings and give effect to the Business Combination, including pro forma assumptions and adjustments related to the Merger, as described in the accompanying notes to the unaudited pro forma combined condensed financial statements. The Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025, is presented as if the Merger had occurred on September 30, 2025. The Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 gives effect to the Merger, as if it had been completed on January 1, 2024. The historical financial information has been adjusted on a pro forma basis to reflect factually supportable items that are directly attributable to the Merger and, with respect to the Condensed Combined Statement of Operations only, expected to have a continuing impact on consolidated results of operations.

Merger

The Merger is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP because Thramann Holdings has been determined to be the accounting acquirer under FASB’s ASC 805, Business Combinations. Under this method of accounting, Auddia will be treated as the “acquired” company for financial reporting purposes. Accordingly, the consolidated assets, liabilities and results of operations of Thramann Holdings will become the historical financial statements of the newly merged company, and Auddia assets, liabilities and results of operations will be consolidated with Thramann Holdings beginning on the acquisition date. For accounting purposes, the financial statements of McCarthy Finney will represent a continuation of the financial statements of Thramann Holdings with the Merger being treated as the equivalent of Thramann Holdings issuing stock for the net assets of Auddia, accompanied by a recapitalization. The net assets of Auddia will be stated at historical values. Operations prior to the Merger will be presented as those of Thramann Holdings in future reports of McCarthy Finney. This determination is primarily based on the evaluation of the following facts and circumstances taken into consideration:

	·	Pre-business combination shareholders of Thramann Holdings will own a relatively larger portion in McCarthy Finney compared to the ownership to be held by the pre-business combination stockholders of Auddia;
	·	Thramann Holdings has the right to appoint a majority of McCarthy Finney directors; and
	·	The operations of Thramann Holdings prior to the transaction will comprise the only ongoing operations of McCarthy Finney.

Under the reverse recapitalization model, the business combination will be treated as Thramann Holdings issuing equity for the net assets of Auddia.

The Unaudited Pro Forma Condensed Combined Statement of Operations does not include the effects of the costs associated with any integration or restructuring activities resulting from the Business Combination. However, the Unaudited Pro Forma Condensed Consolidated Balance Sheet includes a pro forma adjustment to reduce cash and stockholders’ equity to reflect the payment of certain anticipated Business Combination costs.

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Auddia and Thramann Holdings, adjusted to give effect to the Merger and other events contemplated by the Business Combination Agreement. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025 combines the adjusted balance sheet of Auddia with the historical Condensed Consolidated Balance Sheet of Thramann Holdings on a pro forma basis as if the Acquisition Merger and the other events contemplated by the Business Combination Agreement, summarized below, had been consummated on September 30, 2025.

The Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 combines the historical unaudited statements of operations of Auddia for the nine months ended September 30, 2025 and for the year ended December 31, 2024 with the historical Unaudited Condensed Consolidated Statement of Operations of Thramann Holdings for the same respective periods, giving effect to the transaction as if the Merger and other events contemplated by the Business Combination Agreement had been consummated on January 1, 2024.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus:

	·	The historical unaudited financial statements of Auddia as of and for the nine months ended September 30, 2025;
	·	The historical audited financial statements of Auddia for the year ended December 31, 2024;
	·	The historical unaudited financial statements of Thramann Holdings as of and for the nine months ended September 30, 2025;
	·	The historical audited financial statements of Thramann Holdings for the year ended December 31, 2024; and
	·	other information relating to Auddia and Thramann Holdings included in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof set forth thereof and the financial and operational condition of Auddia and Thramann Holdings (see “Auddia Management’s Discussion and Analysis of Financial Condition and Results of Operation” and “Thramann Holdings Management’s Discussion and Analysis of Financial Condition and Results of Operations”).

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes is reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of McCarthy Finney. The unaudited pro forma combined condensed financial information should be read in conjunction with the historical financial statements and notes thereto of Auddia and Thramann Holdings.

The unaudited pro forma condensed combined information contained herein assumes that Auddia’s stockholders approve the Business Combination.

The total number of shares outstanding as of September 30, 2025, giving effect to the Business Combination on a pro forma unaudited as adjusted basis for the Auddia common stockholders is 12,702,563.

Auddia & Thramann Holdings

Unaudited Pro Forma Condensed Combined Balance Sheet

(including Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet)

As of September 30, 2025

	Historical													Transaction Adjustment						Pro Forma
	Auddia Inc.			(A) Equity Financing		Auddia Inc. Subtotal including (A) Equity Financing			Thramann Holdings		Combined including (A) Equity Financing			Preferred Stock & Warrant Holder Redemptions (B)			Merger acquisition adjustments (C)			Pro Forma Combined

Assets
Current assets:
Cash and cash equivalents	$	2,727,166			10,530,000	$	13,257,166		$	16,605	$	13,273,771			(1,272,566	)		–		$	12,001,205
Accounts receivable, net		627			–		627			–		627			–			–			627
Prepaid assets		105,270			–		105,270			–		105,270			–			–			105,270
Other current assets		10,039			–		10,039			–		10,039			–			–			10,039
Total current assets		2,843,102			10,530,000		13,373,102			16,605		13,389,707			(1,272,566	)		–			12,117,141
Noncurrent assets:		–
Property and equipment, net of accumulated depreciation		7,674			–		7,674			–		7,674			–			–			7,674
Intangible assets, net of accumulated amortization		25,048			–		25,048			1,061,631		1,086,679			–			–			1,086,679
Software development costs, net of accumulated amortization		1,677,235			–		1,677,235			26,444		1,703,679			–			–			1,703,679
Operating lease right of use asset		52,097			–		52,097			–		52,097			–			–			52,097
Goodwill		–			–		–			–		–			–			–			–
Deferred offering costs		258,253			–		258,253			–		258,253			–			–			258,253
Total noncurrent assets		2,020,307			–		2,020,307			1,088,075		3,108,382			–			–			3,108,382

Total Assets		4,863,409			10,530,000		15,393,409			1,104,680		16,498,089			(1,272,566	)		–			15,225,523

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities		593,361			–		593,361			78,031		671,392			–			500,000			1,171,392
Consideration payable		–			–		–			187,500		187,500			–			–			187,500
Note payable		–			–		–			–		–			–			3,500,000			3,500,000
Current portion of operating lease liability		35,977			–		35,977			–		35,977			–			–			35,977
Stock awards liability		14,852			–		14,852			–		14,852			–			–			14,852
Total current liabilities		644,190			–		644,190			265,531		909,721			–			4,000,000			4,909,721

Non-current liabilities:
Deferred tax liability		–			–		–			–		–			–			–			–
Non-current operating lease liability		25,063			–		25,063			–		25,063			–			–			25,063
Total non-current liabilities		25,063			–		25,063			–		25,063			–			–			25,063

Total liabilities		669,253			–		669,253			265,531		934,784			–			4,000,000			4,934,784

Shareholders' Equity
New Pubco Preferred Stock - $1,000 stated value		–			–		–			–		–			–			6,050,643			6,050,643
New Pubco Common stock - $0.001 par value		–			–		–			–		–			–			2,212,661			2,212,661
Series C Preferred stock - $0.001 par value, 750 shares issued and outstanding as of September 30, 2025		1			–		1			–		1			(1	)		–			–
Common stock - $0.001 par value, 100,000,000 authorized and 2,172,563 shares issued and outstanding as of September 30, 2025		2,173			10,530		12,703			–		12,703			–			(12,703	)		–
Additional paid-in capital		99,454,645			10,519,470		109,974,115			839,149		110,813,264			(1,272,565	)		(107,513,264	)		2,027,435
Accumulated deficit		(95,262,663	)		–		(95,262,663	)		–		(95,262,663	)		–			95,262,663			–
Total equity		4,194,156			10,530,000		14,724,156			839,149		15,563,305			(1,272,566	)		(4,000,000	)		10,290,739
Total equity and liabilities		4,863,409			10,530,000		15,393,409			1,104,680		16,498,089			(1,272,566	)		–			15,225,523

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet are as follows:

(A)	Reflects $10 million of equity financing to be raised by Auddia Inc. needed in order to consummate business combination. Assuming 10 million shares issued at $1 per share.
(B)	Includes Series C Preferred Stock and Warrant Holder Redemptions
(C)	Represents recapitalization of Auddia's historical equity and accumulated deficit and the New Pubco preferred and common stock to be issued and transaction costs.

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

Auddia & Thramann Holdings

Unaudited Pro Forma Condensed Combined Statement of Operations

(including Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations)

For the Nine Months Ended September 30, 2025

	Nine Months Ended September 30, 2025									Pro Forma Adjustments						Nine Months Ended September 30, 2025
	Auddia Inc.			Thramann Holdings LLC			Combined (Historical)			Transaction Costs (other)			Total Pro Forma Adjustments			Pro Forma Combined
										AA

Revenue	$	–		$	–		$	–		$	–		$	–		$	–

Operating expenses
Direct cost of services		169,388			–			169,388			–			–			169,388
Sales and marketing		564,360			–			564,360			–			–			564,360
Research and development		950,744			–			950,744			–			–			950,744
General and administrative		2,059,273			120,499			2,179,772			–			–			2,179,772
Restructuring		806,432			–			806,432			–			–			806,432
Depreciation and amortization		1,147,981			106,838			1,254,819			–			–			1,254,819
Transaction costs		–			50,443			50,443			500,000			500,000			550,443
Total operating expenses		5,698,178			277,780			5,975,958			500,000			500,000			6,475,958
Loss from operations		(5,698,178	)		(277,780	)		(5,975,958	)		(500,000	)		(500,000	)		(6,475,958	)

Other expense:
Interest expense		(4,191	)		–			(4,191	)		–			–			(4,191	)
Total other expense		(4,191	)		–			(4,191	)		–			–			(4,191	)
Net loss before income taxes		(5,702,369	)		(277,780	)		(5,980,149	)		–			(500,000	)		(6,480,149	)
Provision for income taxes		–			–			–			–			–			–
Net loss	$	(5,702,369	)	$	(277,780	)	$	(5,980,149	)	$	–		$	(500,000	)	$	(6,480,149	)

Net loss per share attributable to common shareholders
Basic and diluted	$	(6.86	)	$	–

Weighted average common shares outstanding
Basic and diluted		831,037			–

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations are as follows:

(AA)	Represents estimated transaction costs.

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

Auddia & Thramann Holdings

Unaudited Pro Forma Condensed Combined Statement of Operations

(including Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations)

For the Year Ended December 31, 2024

	For the Year Ended December 31, 2024									Pro Forma Adjustments						For the Year Ended December 31, 2024
	Auddia Inc.			Thramann Holdings LLC			Combined (Historical)			Transaction Costs (other)			Total Pro Forma Adjustments			Pro Forma Combined
										BB

Revenue	$	–		$	–		$	–		$	–		$	–		$	–

Operating expenses
Direct cost of services		202,950			–			202,950			–			–			202,950
Sales and marketing		860,677			–			860,677			–			–			860,677
Research and development		1,020,609			–			1,020,609			–			–			1,020,609
General and administrative		3,845,302			223,101			4,068,403			–			–			4,068,403
Depreciation and amortization		1,987,601			101,645			2,089,246			–			–			2,089,246
Transaction costs		–			–			–			500,000			500,000			500,000
Total operating expenses		7,917,139			324,746			8,241,885			500,000			500,000			8,741,885
Loss from operations		(7,917,139	)		(324,746	)		(8,241,885	)		(500,000	)		(500,000	)		(8,741,885	)

Other expense:
Interest expense		(172,512	)		–			(172,512	)		–			–			(172,512	)
Change in fair value of warrants		(632,388	)		–			(632,388	)		–			–			(632,388	)
Total other expense		(804,900	)		–			(804,900	)		–			–			(804,900	)
Net loss before income taxes		(8,722,039	)		(324,746	)		(9,046,785	)		–			(500,000	)		(9,546,785	)
Provision for income taxes		–			–			–			–			–			–
Net loss	$	(8,722,039	)	$	(324,746	)	$	(9,046,785	)	$	–		$	(500,000	)	$	(9,546,785	)

Net loss per share attributable to common shareholders
Basic and diluted	$	(57.69	)	$	–

Weighted average common shares outstanding
Basic and diluted		151,194			–

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations are as follows:

(BB)	Represents estimated transaction costs.

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Basis of Presentation and Accounting Policies

The Acquisition Merger is expected to be accounted for as a reverse recapitalization in accordance with GAAP because Thramann Holdings has been determined to be the accounting acquirer under ASC 805. Under this method of accounting, Auddia will be treated as the “acquired” company for financial reporting purposes. Accordingly, the consolidated assets, liabilities and results of operations of Thramann Holdings will become the historical financial statements of the newly merged company and Auddia’s assets, liabilities and results of operations will be consolidated with Thramann Holdings beginning on the acquisition date. For accounting purposes, the financial statements of McCarthy Finney will represent a continuation of the financial statements of Thramann Holdings with the Merger being treated as the equivalent of Thramann Holdings issuing stock for the net assets of Auddia, accompanied by a recapitalization. The net assets of Auddia will be stated at historical values. Operations prior to the Merger will be presented as those of Thramann Holdings in future reports of McCarthy Finney. Earnings per share information has not been presented in the pro forma financial information because Thramann Holdings, the accounting acquirer, historically does not present earnings per share, and the pro forma financial statements follow the form and content of its historical financial statements in accordance with Article 11 of Regulation S-X. Auddia has also considered the provisions of ASC 805 and section 12100 of the SEC’s Financial Reporting Manual (the “FRM”) in making the statements that the transaction is intended to be accounted for as a reverse recapitalization and that Auddia believes Thramann Holdings is the accounting acquirer.

Upon consummation of the Merger, McCarthy Finney will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of McCarthy Finney.

Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of McCarthy Finney upon consummation of the Merger in accordance with GAAP. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Merger occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Merger and the other related events contemplated by the Business Combination Agreement are expected to be used for general corporate purposes. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of McCarthy Finney following the completion of the Merger. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed.

The unaudited pro forma condensed combined financial information contained herein assumes that the Auddia stockholders approve the Business Combination.

The following summarizes the pro forma shares of McCarthy Finney issued and outstanding immediately after the Merger:

	Number of Shares		% Ownership
Auddia stockholders - common		12,702,563		100	%
Total		12,702,563		100	%
Total Pro Forma Equity Value	$	10,290,739
Pro Forma Book Value Per Share	$	0.81

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Merger occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of McCarthy Finney following the completion of the Merger. The unaudited pro forma adjustments represent Thramann Holdings management’s estimates based on information available as of the dates of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

Source: View Original Filing on SEC EDGAR

FAQ

What merger did Auddia Inc. (AUUD) announce with Thramann Holdings?

Auddia agreed to merge with Thramann Holdings into a new holding company, McCarthy Finney. Auddia and Thramann will each become wholly owned subsidiaries, and McCarthy Finney’s stock is expected to list on Nasdaq under the ticker “MCFN” after the transaction closes.

How will ownership of McCarthy Finney be split between Auddia (AUUD) and Thramann holders?

Former Thramann holders are expected to own about 80% of McCarthy Finney and Auddia stockholders about 20% at closing. These percentages can be adjusted up or down depending on Auddia’s net cash relative to thresholds around a $12–$20 million range.

What financial condition is required for Auddia (AUUD) to close the Thramann merger?

The merger requires Auddia to have at least $12 million of net cash at closing. Net cash above $20 million would modestly increase Auddia holders’ percentage, while net cash below $12 million would reduce it, directly linking deal economics to Auddia’s balance sheet.

What are the key terms of the Holdco Special Preferred Stock in the Auddia–Thramann deal?

The Holdco Special Preferred Stock has a $1,000 stated value and at least a $20.5 million aggregate liquidation preference. It ranks senior to common stock, carries voting rights equal to its as-converted common shares, includes board nomination rights, and is convertible based on a defined conversion price.

What are the Holdco Notes issued in the Auddia and Thramann merger?

Holdco will issue $3.5 million of unsecured notes with a two-year maturity and 8.0% annual interest. After maturity, the default rate rises to 18.0% until paid. The notes are not convertible into common stock, but holders may exchange them for Holdco Special Preferred Stock.

What financial risks are highlighted for Thramann Holdings in the Auddia (AUUD) filing?

Thramann’s combined entities are pre-revenue and have recurring operating losses, triggering a going concern warning. For 2024, they reported a $324,746 net loss and relied on member contributions to fund operations, underscoring dependence on future financing and execution.

Who approved the Auddia–Thramann merger and what advisory support was used?

Auddia’s special committee of independent directors unanimously approved the merger and found it fair. The full board also approved the transaction. Houlihan Capital provided a fairness opinion to the special committee and board in connection with their evaluation of the merger terms.

Auddia (NASDAQ: AUUD) plans merger creating McCarthy Finney with 80/20 split

Rhea-AI Filing Summary

Positive

Negative

Insights

FAQ

What merger did Auddia Inc. (AUUD) announce with Thramann Holdings?

How will ownership of McCarthy Finney be split between Auddia (AUUD) and Thramann holders?

What financial condition is required for Auddia (AUUD) to close the Thramann merger?

What are the key terms of the Holdco Special Preferred Stock in the Auddia–Thramann deal?

What are the Holdco Notes issued in the Auddia and Thramann merger?

What financial risks are highlighted for Thramann Holdings in the Auddia (AUUD) filing?

Who approved the Auddia–Thramann merger and what advisory support was used?

Filing Exhibits & Attachments

Press Releases

Agreements & Contracts

Financial & Certifications

Other Documents

NASDAQ:AUUD

AUUD Rankings

AUUD Latest News

AUUD Latest SEC Filings

AUUD Stock Data

Trending News

Auddia (NASDAQ: AUUD) plans merger creating McCarthy Finney with 80/20 split

Rhea-AI Filing Summary

Positive

Negative

Insights

Equity analyst neutral

FAQ

What merger did Auddia Inc. (AUUD) announce with Thramann Holdings?

How will ownership of McCarthy Finney be split between Auddia (AUUD) and Thramann holders?

What financial condition is required for Auddia (AUUD) to close the Thramann merger?

What are the key terms of the Holdco Special Preferred Stock in the Auddia–Thramann deal?

What are the Holdco Notes issued in the Auddia and Thramann merger?

What financial risks are highlighted for Thramann Holdings in the Auddia (AUUD) filing?

Who approved the Auddia–Thramann merger and what advisory support was used?

Filing Exhibits & Attachments

Press Releases

Agreements & Contracts

Financial & Certifications

Other Documents

NASDAQ:AUUD

AUUD Rankings

AUUD Latest News

AUUD Latest SEC Filings

AUUD Stock Data